River of Life Christian Center v. River of Life International, Inc.
River of Life Christian Center v. River of Life International, Inc.
Opinion of the Court
River of Life Christian Center (“the Christian Center”) appeals from a summary judgment entered in favor of River of Life International, Inc. (“River of Life International”), and other defendants by the Shelby Circuit Court. We affirm.
The Christian Center was a nonprofit corporation incorporated in October 1989. In December 1998, the Christian Center’s
The probate court sent a copy of the Articles to the office of the Secretary of State; the Secretary of State recorded that it received the Articles on December 28, 1998, noting that the Articles stated the date of dissolution of the corporation as December 21, 1998. On October 10, 2000, a “Statement of Revocation of Voluntary Dissolution Proceedings” (“the Statement of Revocation”), signed by the Christian Center’s chairman and another director, was filed in the Shelby Probate Court. The Statement of Revocation purported to discontinue the dissolution process of the Christian Center as a corporation. The probate court filed the Statement of Revocation in its office and marked the document as “certified.” The probate court also sent a copy of the Statement of Revocation to the office of the Secretary of State, which recorded that it received the document on October 27, 2000, and noted that the Statement of Revocation indicated that the date of revocation of dissolution was October 10, 2000.
On October 19, 2000, the Christian Center filed a complaint in the Shelby Circuit Court seeking to obtain possession of real and personal property then in the possession of River of Life International and other defendants by asserting claims of unlawful detainer, ejectment, conversion, and trespass claims. All of the defendants filed motions to dismiss as well as answers to the complaint. Defendant Kim Wette-land also filed a counterclaim against the Christian Center and a cross-claim against persons not parties to the lawsuit. The Christian Center filed a motion to strike the counterclaim and cross-claim.
On December 7, 2001, the trial court entered a summary judgment in favor of all of the defendants, dismissing all claims against them.
We need not reach the question whether the Christian Center is or is not an entity with standing to sue.
In this case, the Christian Center cannot demonstrate that River of Life International’s or the other defendants’ possession or retention of the real property and personal property at issue is wrongful. In December 1998, the Christian Center acknowledged in sworn statements filed with the Shelby Probate Court (1) that, as we have previously noted, its board of directors had voted to transfer all of the Christian Center’s properties and assets to River of Life International and the other defendants, and (2) that the Christian Center had “transferred, conveyed or distributed” all remaining property and assets of the Christian Center after paying or providing for all known debts and obligations of the Christian Center. Thus, after December 21, 1998, the Christian Center owned no property that could be the subject of its claims in this case.
The Christian Center argues that in ’ October 2000 it properly exercised a “right of revocation” of its voluntary dissolution, asserting that by revoking its dissolution it automatically became entitled to the personalty and realty it had transferred. However, during the process of dissolution, a corporation has the express power to distribute assets “to such persons, societies, organizations or domestic
The trial court not only concluded that the Christian Center had been dissolved, it also concluded that the Christian Center had “properly transferred” its assets to River of Life International and the other defendants. Because there is no genuine issue of fact concerning River of Life International’s and the other defendants’ ownership of the realty and personalty at issue, the trial court did not err in entering the summary judgment in favor of River of Life International and the other defendants.
AFFIRMED.
. The trial court construed the defendants' motions to dismiss as motions seeking a summary judgment because it considered materials in addition to the pleadings in reaching its decision. See, e.g., Phillips v. AmSouth Bank, 833 So.2d 29, 31 (Ala. 2002) (" '[Wjhere matters outside the pleadings are considered on a motion to dismiss, the motion is converted into a motion for summary judgment ... regardless of its denomination and treatment by the trial court.’ " (Quoting Boles v. Blackstock, 484 So.2d 1077, 1079 (Ala. 1986))).
. "[T]his Court ‘will affirm the judgment appealed from if supported on any valid legal ground.’ ” Smith v. Equifax Servs., Inc., 537 So.2d 463, 465 (Ala. 1988) (quoting Tucker v. Nichols, 431 So.2d 1263, 1265 (Ala. 1983)).
Case-law data current through December 31, 2025. Source: CourtListener bulk data.